Selectis Health, Inc SC TO-T/A, filed May 1, 2026
Selectis Health, Inc. (GBCS)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
AMENDMENT NO. 2
SCHEDULE TO TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
_________________
SELECTIS HEALTH, INC.
(Exact name of subject company (issuer)
Black Pearl Equities, LLC, Offeror
(Name of filing person)
Common Stock, CUSIP #816291108
(Title of class of securities)
_________________
Abraham Schwartz, President and Chief Executive Officer
Black Pearl Equities, LLC
901 Myrtle Avenue
Brooklyn, New York 11206
Phone: (212) 235-1367
E-mail: to@blackpearlequities.com
(Name, Address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
WITH COPIES OF ALL CORRESPONDENCE TO:
Lance Jon Kimmel, Esq.
PULLP, LLC
111 Broadway, 8th Floor
New York, New York 10006
Phone: (310) 557-3059
E-mail: lkimmel@seclawfirm.com
Check the appropriate boxes below to designate any transactions to which the statement relates:
{x} third party tender offer subject to Rule 14d-1
{ } issuer tender offer subject to Rule 13e-4
{ } going private transaction subject to Rule 13e-3
{ } amendment to Schedule 13D under Rule 13d-2 .
Check the following box if the filing is a final amendment reporting the results of the tender offer {x}
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
{ } Rule 13e-4(1) (Cross-Border Issuer Tender Offer)
{ } Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee |
| Previously paid | Previously paid |
The filing fee was previously calculated and paid in connection with the filing of the Schedule TO on March 10, 2026
GENERAL
NOTE
This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the "Commission") on March 10, 2026, as amended on March 13, 2026 (as amended, the "Schedule TO"), by Black Pearl Equities, LLC, a New York limited liability company (the "Offeror" or "Purchaser"), relating to the offer by the Purchaser to purchase not less than 51% and up to 100% of all outstanding shares of common stock (the "Shares") of Selectis Health, Inc., a Utah corporation (the "Company"), at a purchase price of $5.05 per Share, in cash (the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 10, 2026 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer"), copies of which were attached as Exhibits 4 and 1, respectively, to the Schedule TO.
The information set forth in the Schedule TO, including all prior amendments thereto, is hereby incorporated by reference in response to all items in this Amendment, except as specifically provided herein.
All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase or in the Schedule TO, as applicable.
Item 1. Summary Term Sheet.
Item 1 of the Schedule TO is hereby amended and supplemented to add the following:
On May 1, 2026, the Purchaser terminated the Offer. The Offer was terminated because of the failure of the Company to satisfy certain conditions of the offering, specifically, (i) its inability to amend its Amended and Restated Articles of Incorporation or obtain a waiver such that no transfer or ownership limitation (including any 9.8% cap) applies to any shares acquired by Black Pearl in the tender offer; and (ii) the inability of the Company’s Board of Directors to irrevocably waive any charter provision that would otherwise cause any tendered and accepted shares to be voided, transferred to a trust, or have their voting or economic rights impaired, which conditions were not waived by the Purchaser.
No Shares have been accepted for payment, and no consideration has been paid to any tendering stockholder in connection with the Offer. Any Shares that were tendered pursuant to the Offer will be promptly returned to the tendering stockholders.
The Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to commence a new offer with respect to the Company in the future. See Item 6.
Item 2. Subject Company Information.
Not amended.
Item 3. Identity and Background of Filing Person.
Not amended.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented to add the following:
On May 1, 2026, the Purchaser terminated the Offer because of the failure of the Company to satisfy certain conditions of the offering, specifically, (i) its inability to amend its Amended and Restated Articles of Incorporation or obtain a waiver such that no transfer or ownership limitation (including any 9.8% cap) applies to any shares acquired by Black Pearl in the tender offer; and (ii) the inability of the Company’s Board of Directors to irrevocably waive any charter provision that would otherwise cause any tendered and accepted shares to be voided, transferred to a trust, or have their voting or economic rights impaired, which conditions were not waived by the Purchaser.
No Shares have been accepted for payment, and no consideration has been paid to any tendering stockholder in connection with the Offer. Any Shares tendered pursuant to the Offer will be promptly returned to the tendering stockholders. The Depositary for the Offer, Equiniti Trust Company, LLC, will return all tendered Shares to the registered holders thereof as promptly as practicable.
The Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to commence a new offer with respect to the Company in the future. See Item 6.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Not amended.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 6 of the Schedule TO is hereby amended and supplemented to add the following:
Notwithstanding the termination of the Offer, the Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to commence a new tender offer or take such other actions with respect to the Company as it may deem appropriate in the future, subject to applicable law. No assurance can be given that the Purchaser, or any affiliate thereof, will commence any such offer or take any such other actions in the future.
Item 7. Source and Amount of Funds or Other Consideration.
Not amended.
Item 8. Interest in Securities of the Subject Company.
Not amended.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Not amended.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented to add the following:
On May 1, 2026, the Purchaser issued a press release announcing the termination of the Offer. A copy of the press release is filed as Exhibit (a)(5)(i) hereto and is incorporated herein by this reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:
| Exhibit Number | Description |
| (a)(5)(i) | Press Release issued by Black Pearl Equities, LLC, dated May 1, 2026, announcing the termination of the Offer |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 1, 2026
| BLACK PEARL EQUITIES, LLC | ||
| By: /s/ Abraham Schwartz | ||
| Abraham Schwartz | ||
| President and Chief Executive Officer |
Exhibit (a)(5)(i)
Black Pearl Equities, LLC
901 Myrtle Avenue
Brooklyn, New York 11206
Contact: Abraham Schwartz Tel. (212) 235-1367 Email: to@blackpearlequities.com |
FOR IMMEDIATE RELEASE May 1, 2026
|
Black Pearl Equities Announces Termination of Tender Offer
for up to 100% of Outstanding Shares of Selectis Health, Inc.
[Brooklyn, New York] — [May 1, 2026] — Black Pearl Equities, LLC today announced that it has terminated its previously announced tender offer (the "Offer") to purchase 51% to 100% of all outstanding shares of common stock (the "Shares") of Selectis Health, Inc. (the "Company") (OTCQB: GBCS) at a purchase price of $5.05 per Share, in cash.
The Offer was terminated because of the Company’s inability to satisfy certain conditions of the Offer, which conditions were not waived.
No Shares have been accepted for payment, and no consideration has been paid to any tendering stockholder in connection with the Offer. Any Shares tendered pursuant to the Offer will be promptly returned to the tendering stockholders by Equiniti Trust Company, LLC, the depositary for the Offer.
The Purchaser reserves the right, in its sole and absolute discretion, but undertakes no obligation, to commence a new offer with respect to the Company in the future or take such other actions with respect to the Company as the Purchaser may deem appropriate, subject to applicable law.
Additional Information and Where to Find It
The tender offer for the outstanding Shares of the Company referred to in this press release has been terminated. The Tender Offer Statement on Schedule TO, as amended, including the Offer to Purchase, the related Letter of Transmittal, and other related materials filed by the Purchaser with the Securities and Exchange Commission (the "SEC"), as well as the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC, contain important information about the Offer. These materials are available at no charge on the SEC's website at www.sec.gov.
Forward-Looking Statements
This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. Forward-looking statements speak only as of the date they are made, and Black Pearl Equities undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.
# # #
Contact:
Abraham Schwartz
President and Chief Executive Officer
Tel. (212) 235-1367
Email: to@blackpearlequities.com